A Little bit of Lil
by Reya Guardian of Azarath
Summary: Layla's cousine Lillith comes to Sky High...not another WarrenOC. kind of a sky high xmen cross over. Read and Review
1. Chapter 1

_**I dont own Sky High or any relayted products.**_

_**Chapter 1**_

_BEEP... BEEP... BEEP... BEEP... BEEP... BEEP... BEEP... BEEP... BEEP... BE_

_**SMASH**!_

A slender fist reached out and quickly destroyed the device that was disrupting such a deep sleep. A pair of dazed green eyes peered up from the thick soft pillow and stared at the destroyed clock, a loud groan could be heard. The still half asleep figure slowly dragged it's self from the warm cacoon that was it's bed and crashed into the door frame a few times before finally making it into the unsuit bathroom.

The pulse of steaming hot water was enough to bring her out of her sleepy daze; she looked down as the hot water ran over the metal exo-skeletons covering her forearms. The organic metal pulsed with energy and rippled when the muscles in her arms tensed and relaxed.

Lillith stared at her reflection, apart from her arms she was your typical teenager. Shoulder length brown hair, clear fair skin, green eyes. The only things that were different were her hight and the large black thorny circle tattoo on her upper back.

"LILLY…HURRY UP, BREAKFAST WAITS FOR NO ONE!" yelled her aunt.

Lillith rolled her eyes and threw on a maroon long sleeved top with no back that was held together by shoe string straps, black jeans and her favourite sneakers. She pulled her short hair back into a low pony tail and flew down the stairs. Her Aunt Aida and cousin Layla were at the kitchen table eating tofu pancakes and soymilk. Lillith unlike her cousin wasn't a vegetarian so her uncle had made her a croissant with a couple of slices of crisp smoked bacon. The smell was heavenly.

Layla looked on in disgust as her cousin wolfed down her breakfast, only stopping to savour the taste of her bacon.

"Lilly I really wish you wouldn't eat that"

Lillith glared at her cousin across the table.

"One…never call me Lilly, two…if you don't like me eating bacon don't watch!"

"Now girls no fighting, remember its Lil's first day at Sky High so be nice." Aida stated firmly "go and get the rest of your things, or you'll be late".

The girls finished their respective breakfast and hurried up the stairs, Lillith quickly whacked on some mascara and cherry flavoured lip-gloss, she grabbed her green satchel with the monkey on the front, black gloves, denim jacket and flew out the front door. She made it to the bus stop just as the bus pulled up.

Pulling on her gloves and jacket, she waited for Layla to catch up. As much as she loved her younger cousin, the girl could be a slow as a sedated sloth. She saw her cousin's boyfriend Will heading towards them and shoved on her dark sunnies, the last thing Lillith needed to see was her cousin getting all goo-goo eyed. Her bus was coming along a bit later, the sophomore bus was the one that will and Layla caught. She was a senior; she had just developed her powers a few months ago when she woke up with metal covered forearms **(think the exo-skeleton on Seven of nine's arm in Star Trek)**. Lillith watched as the bus pulled away from the stop, her cousin waving from the window.

Wanting to avoid total boredom she reached into her monkey bag and pulled out her m-robe and let the soothing strains of Area 7 take her to her happy place, where the vodka was plentiful and stupid people were kept in enclosures. She was almost to Nirvana when _her_ bus pulled up. The grumpy looking old man heaved the doors open and glared at the new senior.

"Um…is this the b"

"Never ask that question! Do you _want_ every villain in the neighbourhood to hear you?" growled the old grump.

Lillith cocked an eyebrow.

"Actually I was just going to ask if this was the senior bus, but if you're that paranoid I'll just leave you alone"

The other students giggled and snickered as Lillith made her way down the isle, she plonked down on one of the remaining empty seats. Most of the students were staring at her and whispering comments to those around them, she just switched songs. As _Nobody likes a Bogan_ came on the bus pulled up to it's last stop before heading to the school, as the doors opened Lillith looked up and saw one of the mos beautiful creatures in her life.

He had longish dark hair with two bright red streaks, grey eyes so dark they were almost black and a face that was made for modelling. His ripped jeans, black phoenix shirt and leather jacket gave the dark and rough look, but Lil suspected he was the bad ass with a heart of gold.

He sat down in front of her with a huff and stared out the window, Lillith didn't know how long she had been staring but she noticed that the bus had turned up a road that was supposed to be blocked off. She started to freak out when the bus headed towards a **huge** drop, but instead of slowing down it just kept speeding up. Pretty soon they had launched off the road and were soaring through the air, and Lillith got her first view of the floating high school.

The bus landed with a smooth thud and the students began to file out, it wasn't until she looked down that Lil noticed that arms were glowing green. Apparently the beautiful creature had noticed too and was staring, grabbing her bag Lillith ran from the bus and headed for the principles office. She was supposed to meet with Principle Powers before meeting the coach for power placement, she knew all about the "fascist ritual" from Layla.

The principle had made the introduction short and sweet, obey the rules, learn your gifts and no trying to destroy the school and raise a generation of super villains by turning the staff and students into infants.

The gym was massive, a podium at one end and wall to wall bleachers…Lil wondered if the students ever did outdoor education. There was a crowd of freshmen on one side of the room; two distinct had already been formed. In the center of the room was a middle aged man in dangerously short shorts, he could have been arrested for indecent exposure. Boomer.

"You're late missy!" called the surprisingly rude teacher.

"Thankyou captain obvious" she mumbled.

"I'm late because I was speaking to Principle powers, and my name is not missy…it's Lillith!" she called back.

Boomer glared.

"Well Lilly, get your late ass up here and show me your power, if you even have one"

Lillith shrugged off her jacket and gloves and climbed up on to the large round platform, she cracked her neck and powered up.

The tattoo on her back glowed green, so did her eyes. The metal on her arms glowed more brilliantly and five long blades of green energy shot out of her finger tips into long talons.

"CAR"

A large rust bucket attached to a strong chain fell suddenly from the sky, Lillith sliced her hands through the air and the car fell to the ground in pieces. Boomer, clearly impressed clicked his little pen and wrote down hero. Lillith also go a round of applause from the freshmen class, she did a couple of bows before jumping down and grabbing her gear.

Her stomach and the loud bell told her it was lunch time.

Lillith grabbed a tray and filled it with a huge hero sandwich, two puddings, a cupcake, a slice of coffee cake and a fruit juice. This girl ate what ever the hell she wanted, she spotted her cousin sitting with her friends and headed over to their table.

Layla scooted everyone over so that Lil could fit.

"Every one this is Lillith, Lillith this is Zach, Maj, Ethan, you know Will and Warren's around her somewhere…oh there he is WARREN OVER HERE!"

Her cousin hollered.

The creature of dark beauty sat down next to Will and gave him the high five/hand grab. Warren saw Lillith and frowned a bit, he turned to Will.

"Who's the chick?"

Lil rolled her eyes.

"_The chick_ is called Lillith; I'm Layla's cousin so I have a right to be here"

Warren smirked.

"Hey hippie didn't know you had such a hot cousin" he turned back to Lillith. "Welcome to Sky High, home of the Super freaks and Geeks"

Lil quirked an eyebrow.

"So which one are you…a freak or a geek?"

Warren smiled and gave her the once over.

"By the way you left this on the bus" he handed her, her m-robe. "So what the hell is a Bogan anyway?

**End Chapter 1.**

WEll hope you didn't find reading that too excrusiating. if you wish to find out more please review. you give a little you get a little. criticism if welcome.


	2. Chapter 2

Disclaimer: I dont own sky high or Xmen, Lillith is however my own creation.

**Chapter 2**

The rest of the day quickly became but a memory, dozing during English class, snoozing through comparative crime fighting and sleeping through Mad Science. Lillith was halfway through a dream about the world being taken over buy nun chuck wielding dust bunnies from the planet dust-ora prime, when she was rudely interrupted by a loud deliberate coughing noise.

Groggily she opened her eyes and was met with the tired glare of bulbus headed Mr Medulla, head of the mad science department.

"I apologise for interrupting your sleeping time Miss Whyte, but science class is over and if you wish to get home I suggest you hurry"

Lillith bolted up right, grabbed her monkey bad and shot out of the class room with out uttering a word to her teacher.

The bus was just about to take off, but Lillith shot a streak of green energy in front of the large metal vehicle causing it to brake suddenly. The old driver glared at her as she moseyed on to the bus and sat down next to Warren smiling sweetly as she did so. The bus driver man just grumbled and took off towards the exit strip.

After a whole lot of feeling bored Lillith challenged Warren to a thumb war, she had to be careful or she could break one of Warren's fingers.

_one two three four, I declare a thumb war_

_bow_

_shake_

_ATTACK!_

Lil won two out of three games, much to Warren's dismay. But when he won the third and started to smirk Lillith pouted and poked him in the side with a sharp metal finger.

"OUCH!" he yelped, before scowling at the girl quickly walking off the bus.

He kept on looking as she opened her mail box and found a letter that made her smile, and he kept watching until the bus had gone around the corner. He and Lillith had flirted all day, through English and crime fighting. She had finaly told him what a bogan was.

Back at her aunts house, Lillith tore open the envelope and read his letter, as she unfolded it a small necklace fell into her open palm, she hugged it to her chest and ran into the house.

…The Next Day…

When Warren got on the bus the next day he was surprised to see Lillith so happy, she was sitting in her seat lip singing along to a song on her m-robe and she looked fantastic. Copmpared to the sexy top and pants combo she had worn on her first day, she was decked out in an ankle length wicca dress that was purple until it hit her calves and then turned a bright maroon. The bottom was shredded and the top was fitted firmly around her breasts, around her neck she wore a small silver pendant with a lion on the front. And her short brown hair was softly curled around her face. The look was kind of contrasted when he spotted her legs clad in mega heeled slut boots…had she gotten all dressed up for him?

That thought made him smile, which in turn made every warren fan on the bus melt. As he sat down next to the happy girl she turned and gave him a quick smirk before turning her attention back to her music.

When the bus landed with a loud thud the students looked out the window to see a massive jet fly past and land on the far side of the floating school.

The first lesson of the day was Comparative Crime fighting Techniques, and the students were comparing the techniques of Superman and the Commander. The teachers of sky high always seemed to bring up the senior stronghold in every class, although comparing him to the likes of superman seemed a tad weak.

"The commander is the superior hero because he uses his strength to his advantage, and having a wife that can fly also ads to his crime fighting prowess" babbled the teacher.

Lillith raised her hand in defense of the Kriptonian crime fighter.

"But superman has super strength _and_ the ability to fly, couple that with his heat vision, ice breath, indestrucabiliy and the fact that he can dodge bullets if he wants to. There is also the fact that when it comes to catching the bad guys he tries to do it with out harming anyone…while the commander just punches first and thinks later. And there is the truth that while Commander and Jet stream rely on their red phones to get intel on the crime in progress, superman just turns up to save the day" she stated in one breath "so therefore Superman is clearly the more superior crime fighter".

The students looked horrified, and the teacher had a massive vein throbbing in her forehead

She was about to launch into an anti-superman tirade when the bell rang signalling lunch, Lillith grinned at the fuming teacher and raced out the door, her metal arms glowing with iridescent green energy.

Warren had noticed through out lunch that Lillith was anxiously looking at the over sized novelty clock that hung on the wall over the cafeteria door, she kept glancing at it and wringing her hands.

"Lil, what are you doing?" asked Layla.

Lillith looked up and smiled.

"oh, some one from back home is coming to school here now, and they said they'd meet me at lunch" she replied.

"ooh, you mean soume from the Xavier institute?"

Lillith nodded.

Will was confused.

"Babe, what the Xavier institute?"

"It's a school over in Weschester, New York that looks after mutants"

"you mean like sky high?" piped up Warren.

Lillith scowled.

"Not in the least, here people learn to use their gifts in the hope that they will one day become defenders of the universe. At Charles's school, we used it as a safe haven from the rest of the world"

Suddenly the doors to the cafeteria swung open, the group all trned to see a tall teenager stroll in and look around. The teen was a massive 6ft7 or 6ft8, towering over the already tall Warren. He was well muscled with a deep golden tan and short cropped black hair that contrasted with his intelligent blue eyes. He looked as though he could crush even stronghold.

The group were surprised when Lillith suddenly jumped up and ran towards the giant lad, his eyes lit up and a wide delighted smile spread across his hansom face as the metal armed girl leapt into his strong arms. Warren's jaw practically smashed into the table when the pair enclosed each other in a tight embrace and their lips met in a quick but passionate kiss.

Layla and Majenta drooled as the yong man's strong arm muscles bulged when he drew back from lillith's hug, smiling she grabbed the guys hand and pulled him to the lunch table. She smiled at her friends and cousin.

"Guys, I'd like you to meet Piotr Rasputin from Xavier's, he's my boyfriend".

Dun dun dun….TBC.

make sure to review


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